Harmon v. INNOMED TECHNOLOGIES, INC.
309 Ga. App. 265
| Ga. Ct. App. | 2011Background
- Thomas J. Wood obtained a patent for a nasal ventilation device in 1996 and initially owned it through a Wood-owned company.
- In 1999 Harmon and Wood discussed forming a corporation in which Harmon would fund and Wood would contribute patents.
- The 1999 agreement stated that all patents related to Wood's medical devices would be transferred to the corporation to be formed.
- From February to September 1999 Harmon funded the venture and Wood signed corporate documents, but Wood never signed subscriptions and later withdrew from the venture.
- In 2002 Harmon learned Wood had commercialized the device, obtained another patent, FDA approval, and entered into an asset purchase that included Innomed.
- Harmon sued, asserting an ownership interest in the IP; Innomed moved for summary judgment arguing an unbroken ownership chain to Innomed and that the 1999 agreement was unenforceable as an agreement to agree.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the 1999 agreement is enforceable as a contract | Harmon asserts ownership via the 1999 agreement. | Agreement is unenforceable as an agreement to agree; lacks essential terms. | Unenforceable as an agreement to agree. |
| Whether Harmon has equitable title to the IP despite an unenforceable contract | Equitable rights arose from the 1999 agreement paying for the IP. | No cognizable interest because contract invalid; equitable title not conveyed. | Equitable title not conveyed; Harmon's claim fails. |
| Whether Innomed was a bona fide purchaser without notice | Innomed had notice of Harmon's interest. | Innomed is a bona fide purchaser without notice of Harmon's claim. | Not reached/affirmed by procedural posture; court treats issue as unnecessary after first ruling. |
Key Cases Cited
- Hunt v. Thomas, 296 Ga.App. 505 (Ga. Ct. App. 2009) (contract terms must be definite and time-bound to be enforceable)
- Massih v. Mulling, 271 Ga.App. 685 (Ga. Ct. App. 2005) (unenforceable agreements lack essential terms for ownership)
- Lemming v. Morgan, 228 Ga.App. 763 (Ga. Ct. App. 1997) (oral agreement to transfer real property interests insufficiently definite)
- Pine Valley Apartments v. First State Bank, 143 Ga.App. 242 (Ga. Ct. App. 1977) (options or multiple future terms render agreements unenforceable)
- Hopkins v. Virginia Highland Assoc., 247 Ga.App. 243 (Ga. Ct. App. 2000) (equity follows the law; equity cannot override established legal principles)